Terms of service

Last updated on August 5th, 2022.

Stellar Engage Terms and Conditions

INTRODUCTION

Welcome to Stellar Engage! We are excited for you to begin using our service, but before you do, we need you to review and accept these terms and conditions (“Terms”). These Terms define your and our legal obligations, so please read everything carefully. If you do not agree to the Terms, please do not register for or use any of the services available on or through Stellar Engage (the “Service” or “Services”). Your acceptance of these Terms remains effective as long as you use or access the Service.

REGISTERING TO USE STELLAR ENGAGE; USING OUR SERVICE

• “You” or “Your” means both you as an individual and any entity, business, or organization that you are authorized to represent.
• “Stellar Engage”, “We”, “Us”, or “Our” means Stellar IT Solutions, Inc., a Maryland corporation that is the owner and developer of the Services.
• Becoming a Customer: When you enter into an agreement to use Stellar Engage (“Service Agreement”) and accept these Terms, you become a “Customer” and become responsible for paying the fees for the Services described in your Service Agreement (“Service Fees”).
• Becoming a Licensed User: When you create an account to use the Services and accept these Terms, you become a “Licensed User”.
• Services: Stellar Engage is an AI-driven, cloud-based customer engagement solution that includes skill-based call routing, call flow definition, audio call recording and text file conversion, AI analytics, and other features and functions. These features and functions are referred to collectively as the "Services." Each individual feature and function is referred to as a "Service." The Services include additional features and functions that we are currently working on or may develop in the future.
• User Roles and Access: As a Customer you should understand and are responsible for the permissions you are granting to authorized managers, consultants, contractors, employees, or other persons (“Licensed Users”).
• Right to use Services: Whether you’re a Customer or Licensed User, we grant you the right to use our Services (based on your type, role, and level of access) for so long as the Customer continues to pay the Service Fees, until the Service Agreement ends or is terminated, or if you’re a Licensed User, until your access is revoked.
• Customer Role: As a Customer, you are responsible for controlling how your Services are used and managed and who can access it. You are responsible for deciding who can use the Services that you have subscribed to and what kind of access Licensed Users have. You are responsible for changing or stopping access to the Services and resolving any disputes between you and Licensed Users over access to or use of the Services. You are also responsible for all of your Licensed Users’ activity while using the services, and for ensuring that your Licensed Users comply with these Terms.
• Licensed User Responsibilities: You are responsible for keeping your contact information, including an e-mail address, active and up-to-date, and for providing us with true, accurate, and complete information. You are also responsible for protecting your username and password.
• New or Revised Services: For any new or updated Services, we may have new or additional Terms. We will let you know what those Terms are before you start using those Services. If you continue to use or access the Services after the updated Terms are made available for your review, that means you have accepted the modified Terms.
• Ownership: We own everything related to delivery of the Services (unless otherwise stated and excluding content owned by others), including all rights in the technologies, design, compilation, look, and feel of the services, and all rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. We reserve the right to display our brand, trademarks, logo, and any image, name, brand, or label that we have the right to use on any or all of the Services. You agree that you will not copy, modify, distribute, or make derivative works of any of our content, or use any of our intellectual property in any way not specifically authorized by us.

PRICING

• Stellar Engage Pricing Plans: Your use of the Services requires you to pay Service Fees based on your service type. Our pricing plans consist of Service Fees we offer, including invoicing, payment, auto-renewal and cancellation terms, as set out in the services descriptions under the pricing tab in accordance with our Acceptable Use Policy. We may update or amend our Service Fees from time to time. The terms of the Service Fees form part of these terms. As with any other changes to our terms, changes to the Service Fees won’t apply retrospectively and, if we make changes and you’re a Customer, we will let you know.
• Taxes: You are responsible for paying any sales, use, import, excise, value added, or other taxes or levies associated with our Services, if applicable, unless you are a tax-exempt entity according to the Internal Revenue Service (IRS) and can document your tax-exempt status.
• Timely Payment: In order to continue to access our Services, you need to make timely payments based on the pricing plan in your Service Agreement. To avoid delayed or missed payments, please make sure that we have accurate and up-to-date payment information. If we don’t receive timely payment, we may suspend your access to the Services until the payment is made.

DATA USE AND PRIVACY

• Use of Data: When data is entered into or recorded by our Services, we don’t own that data but you grant us permission to use, copy, transmit, store, analyze, and back up all data you submit to us through our Services, including personal data of yourself and others, to: enable you to use our Services; allow us to improve, develop and protect our Services; create new services; communicate with you about your Services; send you information we think may be of interest to you based on your marketing preferences; and for legal, record keeping, analytical, and compliance purposes.
• Use of Personal Data:We respect your privacy and take data protection seriously. We will not sell any data in any form that contains Personally Identifiable Information (PII), which is any information that permits the identify of an individual to whom the information applies to be reasonably inferred by direct or indirect means.
• Use of Personal Data of Others: Depending on where your contacts are based, our data use and privacy terms may also apply to the personal data of others (such as your Licensed Users or callers routed through Stellar Engage) that you enter into our Services.
• Use of Non-Personal Data: When you use our Services, we may create anonymized data that does not reflect, and cannot be used to identify, an individual, location or venue, or service provider (“Non-PII data”) from your data and usage of our Services, including through aggregation. Once anonymized, we may use Non-PII data for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.
• Data Breach Notifications: If and when we think there has been unauthorized access to personal data inside the Services, we’ll let you know and give you information about what has happened. Depending on the nature of the unauthorized access, you may be required to assess whether the unauthorized access must be reported to the contact and/or a relevant authority. We think you’re best placed to make this decision, because you’ll have the most knowledge about the personal data stored in your Services account.

CONFIDENTIAL INFORMATION

• Definition:Confidential information includes any non-public information related to our or your technology, customers, users, business plans, marketing activities, finances, or other business affairs (including any beta tests of new Services). It also includes any third-party information that you or we are obligated to keep confidential, and the nature, content, or existence of any discussion or negotiations between us.
• Non-Disclosure: While using our Services, you may share confidential information with us, and we may share confidential information with you. You and we both agree to take reasonable steps to protect the confidential information of the other party from being accessed by unauthorized individuals for two years following the end of your use of the Services. You or we may share the other’s confidential information with legal or regulatory authorities if required to do so.

SECURITY

• Security Safeguards: We have invested in technical, physical and administrative safeguards to do our part to help keep your data safe and secure. While we’ve taken steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security. We will notify you if there appears to be unauthorized access to your account and we may also restrict access to certain parts of our Services until you verify that access was by an authorized user.
• Account Security Features: We may introduce security features to make your account more secure, such as two-step authentication. Depending on where you are in the world or what services you’re using, we may require you to adopt some of these features. Where we make the use of security features optional, you’re responsible (meaning we’re not liable) for any consequences of not using those features. We strongly encourage you to use all optional security features.
• Your Security Responsibilities: You have an important part to play by keeping your login details secure, not letting any other person use them, and by making sure you have strong security on your own systems. If you realize there’s been any unauthorized use of your password or any breach of security to your account or email address linked to your account, let us know immediately.
• Acknowledgement: You understand that you may be liable for any losses incurred by us or any other Customer or Licensed User due to an unauthorized party using your log-in information, password, or account. You acknowledge that we are not liable for any damage or loss arising for your failure to comply with your security obligations.

MAINTENANCE, DOWNTIME, DATA LOSS, AND SUSPENSION

• AvailabilityWe strive to maintain the availability of our Services, and provide online support, 24 hours a day. On occasion, we need to perform maintenance on our Services, and this may require a period of downtime. We try to minimize any such downtime. Where planned maintenance is being performed, we’ll attempt to notify you in advance but can’t guarantee it.
• Access Issues:You understand that occasionally you might not be able to access our Services or your data for any number of reasons outside of our control.
• Data Loss:You understand that data loss is an unavoidable risk when using any internet or technology service. You are responsible for maintaining copies of the data you enter into our Services.
• No Compensation: Whatever the cause of any downtime, access issues, or data loss, you understand that your only recourse is to discontinue using our Services.
• Problems and Support: If you have a problem using our services, you can contact our support team by sending an e-mail to info@StellarEngage.com.
• Modifications: We frequently release new updates, modifications and enhancements to our Services, and in some cases discontinue features. Where this occurs, we will try to notify you where practical (for example, by email, or within our services when you log in). Any updates, modifications, or enhancements are part of the Services, and are governed by the terms and conditions of these Terms.
• Suspension: We may suspend your access to the Services for any of the following reasons:

  • To prevent damage to, or degradation of, the Services;
  • To comply with a law, regulation, court order, or other government request;
  • If you breach any provision of these Terms; or
  • To otherwise protect ourselves from legal liability. We may provide you with notice prior to, or promptly after, any suspension of Services, but are not obligated to. We will restore your access to the Services as soon as the event(s) causing the suspension have been resolved to our satisfaction. If we suspend your access to the Services, you remain liable for all Service Fees up to the point of suspension, and you lose all rights with respect to the Services for the duration of the suspension.

DO’S AND DON’TS

• FeedbackWe love it! We may use any feedback you provide without restriction.
• Using Our Services:You agree to use our Services for lawful purposes only, and in accordance with these Terms.
• Other Things You Cannot Do, Ever:

  • Undermine the security or integrity of our computing systems or networks.
  • Use the username and password of another Customer or Licensed User without the express permission and consent of that party.
  • Use our Services in any way that might impair functionality or interfere with other people's use.
  • Access any system without permission.
  • Introduce or upload anything into our Services that includes viruses, trojan horses, or other malicious code.
  • Publish, broadcast, or otherwise redistribute the Services.
  • Share or enter into our Services anything that violates any law or infringes on the rights of others.
  • Duplicate, modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer, or extract the source code of any part of our Services.
  • License, resell, lease, or provide our Services to a third party in any way not expressly permitted in these Terms.
  • Repackage, resell, or sublicense any contract information or data accessed through our system.
  • Commit fraud or other illegal acts through our Services.
  • Act in a manner that is abusive or disrespectful to any of our employees, partners, or other customers. We will not tolerate any abuse or bullying of our employees in any situation, including interactions with our customer support team.

TERMINATION

• Termination by You: You can terminate your Service Agreement with one month’s written notice. We may terminate your Service Agreement with the same notice, or immediately if you violate these Terms.
• Service Agreement Period: Your Service Agreement continues for the period covered by the Service Fees paid or payable. At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous one, provided you continue to pay the Service Fees in accordance with the pricing plan. If you choose to terminate your Service Agreement by providing one month’s written notice in advance, you’ll still need to pay all relevant Service Fees up to and including the day of termination.
• Termination by Us: We may choose to terminate your Service Agreement at any time by providing you with one month’s written notice in advance. We may also terminate or suspend your Services or access to all or any data immediately if:

  • Undermine the security or integrity of our computing systems or networks.
  • Use the username and password of another Customer or Licensed User without the express permission and consent of that party.
  • Use our Services in any way that might impair functionality or interfere with other people's use.
  • Access any system without permission.
  • Introduce or upload anything into our Services that includes viruses, trojan horses, or other malicious code.
  • Publish, broadcast, or otherwise redistribute the Services.
  • Share or enter into our Services anything that violates any law or infringes on the rights of others.
  • Duplicate, modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer, or extract the source code of any part of our Services.
  • License, resell, lease, or provide our Services to a third party in any way not expressly permitted in these Terms.
  • Repackage, resell, or sublicense any contract information or data accessed through our system.
  • Commit fraud or other illegal acts through our Services.
  • Act in a manner that is abusive or disrespectful to any of our employees, partners, or other customers. We will not tolerate any abuse or bullying of our employees in any situation, including interactions with our customer support team.
• No Refund: No refund is due to you if you terminate your Service Agreement or we terminate your Service Agreement in accordance with these Terms.
• Data Retention: Once a Service Agreement is terminated by you or us, your data archived and the data submitted or created by you is no longer available to you. We retain it for a period of time consistent with our data retention policy, during which, as a Customer, you can reactivate your Service Agreement and once again access your data by paying the Service Fees. We retain data in case you need it as part of your record retention obligations, but you can get in touch with us to have your data removed completely if you wish.
• Survival: The provisions of the Data Use and Privacy, Confidential Information, Liability and Indemnity, Disputes, and Additional Items sections shall survive termination of these Terms for any reason.

LIABILITY AND INDEMNITY

• You Indemnify Us: You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our Services, the services or products available for booking through the services, or any other third-party service or product.
• Disclaimer of Warranties:Our Services and all third-party services and products are made available to you on an “as is” basis. Subject to the exclusion defined below, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.
• Limitation of Liability: Other than liability that we can’t exclude or limit by law, our liability to you in connection with our Services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:

  • We have no liability for your use of or reliance on any of the information, data, and/or materials provided through the Services that was generated or produced by another Customer, Licensed User, or third party.
  • We have no liability arising from your use of our Services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
  • For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups
  • Our total aggregate liability to you in any circumstances is limited to the total amount you paid us under your Service Agreement in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.

DISPUTES

• Dispute Resolution: Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting our support team. If we’re unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through binding arbitration to be held in Montgomery County, MD under the rules of the American Arbitration Association (AAA) instead of in courts of general jurisdiction. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

ADDITIONAL ITEMS

• Events Outside Our Control: We do our best to control what can be controlled. We aren’t liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control, including any actions or inactions by Customers or Licensed Users, or any third parties that impair or disrupt your connections to the internet, access to third-party services or services, or the transmission of data.
• Injunctive Relief: If you breach or threaten to breach any of these Terms related to Confidential Information, Security, or any of the “Do’s and Don’ts”, we may be entitled to seek an injunction restraining you from breaching those Terms, in addition to any other rights or remedies we may have.
• Notices:Any notice you send to us must be sent to info@StellarEngage.com. Any notices we send to you will be sent to the email address you’ve provided us through your Customer Agreement.
• Exclusions:In some places, there may be non-excludable warranties, guarantees or other rights provided by law (“non-excludable guarantees”). These still apply—these Terms do not exclude, restrict or modify them. But except for non-excludable guarantees and other rights you have that we cannot exclude, we’re bound only by the express promises made in these Terms. Our liability for breach of a non-excludable guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the non-excludable guarantee says otherwise).
• Advertising:We have the exclusive right to offer and sell advertising, promotion, merchandising, or marketing services on the services. If we advertise or list a third-party product or service on the Services, that does not mean we endorse it, or that we think it is safe, effective, or appropriate for you to purchase or use.
• Publicity:We may identify Customers (but not Licensed Users) as clients in our client listings, advertising, services, and other promotional materials.
• Export Limitations: You must not use our Services in violation of any export or trade embargo laws that apply to you.
• Relationship Between the Parties: Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other Customer or Licensed User. You’re solely responsible for resolving disputes between you and any other Customer or Licensed User.
• Assignment: Stellar Engage may assign these terms, or any of our rights or obligations in these terms, as it deems appropriate. If you attempt to assign or transfer your rights under these Terms, that assignment or transfer shall be null and void, and shall be cause for immediate termination of your Service Agreement. However, these Terms shall be binding on the successors of any party to these Terms.
• Governing Law and Venue: These terms are governed by the law of the State of Maryland. If you want to bring any litigation related to these Terms or your use of the Services, the venue for the action must be located in Montgomery County, MD, subject to the Disputes Resolution provision of these Terms.
• Changes to Terms: We sometimes will decide to change these Terms. Changes will not apply retroactively and if we make changes, we’ll make every effort to let you know. Generally, we will try to provide you with 10 days’ notice of material changes before they become effective, unless we need to make immediate changes for reasons beyond our control. When we notify you, we’ll do it by email or by posting a visible notice through our Services. If a change isn’t material, we may not notify you. If you find a modified term unacceptable, you may terminate your Service Agreement by giving us the standard advance notice.
• Enforceability of Terms: If any part or parts of these Terms are unenforceable, we will ignore that part, but everything else will remain enforceable.

CONCLUSION

• That’s it, this is the entire agreement! Thank you for reading the Terms!